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986 sections in this chapter.
Neb. Rev. Stat. § 21-2317 Corporation incorporated under Nebraska Nonprofit Corporation Act; validated.
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In all cases when there has been an attempt to incorporate a local political subdivision industrial development corporation under the provisions of the Nebraska Nonprofit Corporation Act, and articles of incorporation have been duly recorded and filed containing provisions substa…
Neb. Rev. Stat. § 21-2318 Act, how cited.
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Sections 21-2301 to 21-2318 shall be known and may be cited as the Nebraska Industrial Development Corporation Act.
Neb. Rev. Stat. § 21-232 Registered name.
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(MBCA 4.03) (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 21-2,208, if the name is not the same as or deceptively similar to, upon the records of the Secretary of State, the corporate names that are not avai…
Neb. Rev. Stat. § 21-233 Registered office and registered agent.
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(MBCA 5.01) Each corporation must continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent, who may be: (i) An individual who resides in this state and whose business office is identical with th…
Neb. Rev. Stat. § 21-234 Change of registered office or registered agent.
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(MBCA 5.02) (a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (1) The name of the corporation; (2) The street address of its current registered office; (3) If the curren…
Neb. Rev. Stat. § 21-235 Resignation of registered agent.
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(MBCA 5.03) (a) A registered agent may resign the agent's appointment by signing and delivering to the Secretary of State for filing the signed original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered offi…
Neb. Rev. Stat. § 21-236 Service on corporation.
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(MBCA 5.04) (a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be serve…
Neb. Rev. Stat. § 21-237 Authorized shares.
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(MBCA 6.01) (a) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the ar…
Neb. Rev. Stat. § 21-238 Terms of class or series determined by board of directors.
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(MBCA 6.02) (a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to: (1) Classify any unissued shares into one or more classes or into one or more series within a class; (2) Reclassify any unissued shares of any clas…
Neb. Rev. Stat. § 21-239 Issued and outstanding shares.
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(MBCA 6.03) (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (b) The reacquisition, redemption, or conve…
Neb. Rev. Stat. § 21-240 Fractional shares.
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(MBCA 6.04) (a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition of fractional shares by the shareholders; and (3) Issue scrip in registered or bearer form entitling the holder to receive a full share…
Neb. Rev. Stat. § 21-241 Subscription for shares before incorporation.
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(MBCA 6.20) (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms o…
Neb. Rev. Stat. § 21-242 Issuance of shares.
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(MBCA 6.21) (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or b…
Neb. Rev. Stat. § 21-243 Liability of shareholders.
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(MBCA 6.22) (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under section 21-242 or specified in the subscription ag…
Neb. Rev. Stat. § 21-2431 Act, how cited.
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Sections 21-2431 to 21-2453 shall be known and may be cited as the Shareholders Protection Act.
Neb. Rev. Stat. § 21-2432 Legislative declarations.
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It is declared that: (1) This state has traditionally regulated the affairs of corporations, including the regulation of mergers and other business combinations. The United States Supreme Court has recently reaffirmed the power of states to regulate these affairs; (2) Issuing pub…
Neb. Rev. Stat. § 21-2433 Definitions, where found.
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For purposes of the Shareholders Protection Act, unless the context otherwise requires, the definitions found in sections 21-2434 to 21-2447 shall be used.
Neb. Rev. Stat. § 21-2434 Acquiring person, defined.
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Acquiring person shall mean a person who makes or proposes to make a control-share acquisition. If two or more persons act as a partnership, limited partnership, limited liability company, syndicate, or other group pursuant to any agreement, arrangement, relationship, or understa…
Neb. Rev. Stat. § 21-2435 Affiliate, defined.
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Affiliate shall mean a person who directly or indirectly controls, is controlled by, or is under common control with another person.
Neb. Rev. Stat. § 21-2436 Associate, defined.
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Associate, when used to indicate a relationship with any person, shall mean any of the following: (1) Any corporation, limited liability company, or organization of which the person is an officer, director, member, or partner or is, directly or indirectly, the owner of ten percen…
Neb. Rev. Stat. § 21-2437 Business combination, defined.
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Business combination, when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, shall mean: (1) Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with:…
Neb. Rev. Stat. § 21-2438 Control, controlling, controlled by, or under common control with, defined.
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Control, controlling, controlled by, or under common control with shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or other…
Neb. Rev. Stat. § 21-2439 Control-share acquisition, defined.
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Control-share acquisition shall mean an acquisition, directly or indirectly, by an acquiring person of ownership of voting stock of an issuing public corporation that, except for the Shareholders Protection Act, would, when added to all other shares of the issuing public corporat…
Neb. Rev. Stat. § 21-244 Share dividends.
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(MBCA 6.23) (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share divide…
Neb. Rev. Stat. § 21-2440 Interested shareholder, defined.
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Interested shareholder shall mean any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, who is (1) the owner, directly or indirectly, of ten percent or more of the outstanding voting stock of such corporation or (2) an affiliat…
Neb. Rev. Stat. § 21-2441 Interested shares, defined.
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Interested shares shall mean the voting stock of an issuing public corporation owned by an acquiring person.
Neb. Rev. Stat. § 21-2442 Issuing public corporation, defined.
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Issuing public corporation shall mean: (1) A domestic corporation (a) which has one hundred or more shareholders and (b) which has (i) its principal executive offices within Nebraska, (ii) assets in Nebraska with a market value of at least ten million dollars, or (iii) ten percen…
Neb. Rev. Stat. § 21-2443 Owner, defined.
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Owner, when used with respect to any stock of any class or series, shall mean a person who individually or with or through any affiliates or associates (1) beneficially owns such stock, directly or indirectly, (2) has (a) the right to acquire such stock, whether such right is exe…
Neb. Rev. Stat. § 21-2444 Person, defined.
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Person shall mean any individual, corporation, partnership, limited liability company, unincorporated association, or other entity.
Neb. Rev. Stat. § 21-2445 Share acquisition date, defined.
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Share acquisition date, with respect to any person and any issuing public corporation, shall mean the date that the person first becomes an interested shareholder of the issuing public corporation.
Neb. Rev. Stat. § 21-2446 Subsidiary of an issuing public corporation, defined.
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Subsidiary of an issuing public corporation shall mean any other corporation of which voting stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by such issuing public corporation.
Neb. Rev. Stat. § 21-2447 Voting stock, defined.
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Voting stock shall mean stock of any class or series entitled to vote generally in the election of directors.
Neb. Rev. Stat. § 21-2448 Stock or other property; market value; how determined.
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The market value of stock or property other than cash or stock shall be determined as follows: (1) In the case of stock, by: (a) The highest closing sale price during the thirty days immediately before the date in question of a share of the same class or series of stock on the co…
Neb. Rev. Stat. § 21-2449 Acquiring person; deliver information statement; contents; amendment.
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(1) An acquiring person may deliver to the issuing public corporation at its principal executive office an information statement which shall contain all of the following: (a) The identity of the acquiring person and the identity of each affiliate and associate of the acquiring pe…
Neb. Rev. Stat. § 21-245 Share options and other awards.
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(MBCA 6.24) (a) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine (1) the terms upon which the rights, options, or warrants are issued and (2) the terms, including the con…
Neb. Rev. Stat. § 21-2450 Consideration of voting rights; special meeting; conditions.
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(1) If the acquiring person (a) makes a request in writing for a special meeting of the shareholders at the time of delivery of the information statement, (b) has made a control-share acquisition or has made a bona fide written offer to make a control-share acquisition, and (c) g…
Neb. Rev. Stat. § 21-2451 Control-share acquisition; voting rights of shares.
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Shares acquired in a control-share acquisition shall have the same voting rights as other shares of the same class or series in all elections of directors but shall have voting rights on all other matters only if approved by a vote of shareholders of the issuing public corporatio…
Neb. Rev. Stat. § 21-2452 Business combination; prohibited activities.
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Except as provided in section 21-2453, no issuing public corporation shall engage in any business combination with any interested shareholder of the issuing public corporation for a period of five years after the interested shareholder's share acquisition date unless the business…
Neb. Rev. Stat. § 21-2453 Act; exemptions.
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The Shareholders Protection Act shall not apply to any of the following: (1) Unless the articles of incorporation provide otherwise, a business combination with an interested shareholder who was an interested shareholder immediately before April 9, 1988, unless the interested sha…
Neb. Rev. Stat. § 21-246 Form and content of certificates.
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(MBCA 6.25) (a) Shares may but need not be represented by certificates. Unless the Nebraska Model Business Corporation Act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by cert…
Neb. Rev. Stat. § 21-247 Shares without certificates.
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(MBCA 6.26) (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares alr…
Neb. Rev. Stat. § 21-248 Restriction on transfer of shares and other securities.
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(MBCA 6.27) (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares …
Neb. Rev. Stat. § 21-249 Expense of issue.
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(MBCA 6.28) A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares.
Neb. Rev. Stat. § 21-250 Shareholders' preemptive rights.
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(MBCA 6.30) (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. The shareholders of a corporation organized prior to January 1, 1996, shall continue to hav…
Neb. Rev. Stat. § 21-2501 Act, how cited.
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Sections 21-2501 to 21-2508 shall be known and may be cited as the Name Protection Act.
Neb. Rev. Stat. § 21-2502 Registration of corporate name; procedure; term.
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(1) Any corporation which has done business under a corporate name in the State of Nebraska for a period of twenty-five years or more may register such name with the Secretary of State by filing in the office of the Secretary of State, in duplicate, on a form to be furnished by t…
Neb. Rev. Stat. § 21-2503 Corporation dissolution; change of name; effect; continued use of name; not required.
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Any corporation may be dissolved or may change its name from the name registered in accordance with the Name Protection Act, and such dissolution or change of name shall not be deemed an abandonment of any name registered pursuant to such act. Continued use of a registered name s…
Neb. Rev. Stat. § 21-2504 Corporate name; registration; assignment; procedure.
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Any corporate name and its registration shall be assignable by instruments in writing duly executed. The instruments shall include the street address, city, and state of the assignee and shall be recorded with the Secretary of State, in duplicate, upon the payment of a fee of fiv…
Neb. Rev. Stat. § 21-2505 Names registered; Secretary of State; duties.
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The Secretary of State shall keep for public information a record of all names registered under the Name Protection Act.
Neb. Rev. Stat. § 21-2506 Secretary of State; cancel registration; when.
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The Secretary of State shall cancel from the register: (1) Any registration for which the Secretary of State receives a voluntary request for cancellation from the registrant or the assignee of record; (2) All registrations granted under the Name Protection Act upon completion of…